Clark sat in Oliver's apartment. He had turned the oversized chair towards the elavator door. He's heart racing wandering were Chloe was and if she was okay. He could hear Chloe and Oliver laughing as the elavator was coming up the floors.

"I'm serious. Right there in front of everyone." Oliver laughed.

The elavator stopped and they exited with their hands full of bags. Clark stood up and placed his hands on his hip, patting his foot as if he was about to punish her.

"Clark,… what are you doing here?"

"I could ask you the same thing." He snapped. "I came home this afternoon to find some guy mending my fence. I went into the house and you weren't there. I didn't know what to think. I mean the Chloe I know wouldn't disappear with out calling me. So I proceeded to make phone calls, till finally I just figured I would come here to see if Oliver knew anything. I tried calling both of your cells…" He stops to take a deep breathe.

Oliver takes the bags from Chloe. "I asked Chloe to stay here a while. I need her help with a project that I'm working on and I figured it would be easier for her to just stay here. So I hired Frank, the guy that's at your farm to help you out." He smiled at Chloe. "I'm gonna put these in my room." He looks over at Clark and nodds. "Clark,…" He could tell that Clark was really upset. He just made his way down the hallway giving Clark and Chloe sometime to talk.

Chloe looked up at Clark. "I'm sorry that I made you worry. I was gonna call. I just…"

"Chloe, I just worry about you. I mean your all I have here in Smallville. I don't know what I would do if anything happened to you." He placed his hands on her shoulders. "You're my best friend."

"I know and I'm sorry." She smiled.

He couldn't help but to share her smile. "I forgive you, just don't do it again."

She placed her hand on his arm. "Okay."

He let go of her shoulders and placed his hands in his pant pockets. "So, how long do you plan on staying here. I mean it's just a one bedroom flat. It's gotta be a little uncomfortable staying here… Unless I missing something… Am I missing something?" He asked prying. Not sure if he wanted to know the answer.

Chloe blushed. "Clark,… Oliver and I are friends. That's all." At least that was what she thought. But there still was the fact that Oliver had her picture hid on the shelf by the glass doors that she couldn't forget about.

Oliver coughed a suggestive cough letting Chloe and Clark know that he had returned to the room. "Clark,… Chloe and I rented a movie and bought some popcorn. Your welcome to stay if you want." He said hoping an praying that Clark would declined.

Clark looked at Chloe and then back to Oliver. "I would love too, but I have to be at the Daily Planet early tomorrow." He hugged Chloe and kissed her cheek softly. "I'll see you tomorrow. Maybe we can do lunch."

"I'd love too." Chloe smiled.

"Later, Oliver. Take care of her. She's under your watch now." He said as he started to get into the elavator.

"With my life." Oliver said.

Chloe waved as Clark disappeared into the elavator.

"I'll put the movie in if you'll pop the corn." Oliver said as he took the movie from the DVD case.

--

Chloe sat with her feet pulled up to her knees watching the movie. Oliver couldn't help but glance at her. The way the light from the t.v. seemed to catch every beautiful angle of hers. She turned and glanced at him catching him.

"What?" She asked.

"Nothing." He played dumb. "It's just nice having company to watch a movie with. Usually it's just me and the cast of the movie."

"That's just pathetic." She laughed.

"Pathetic. I'll show you pathetic." He grabbed her pulling her down on the couch. He straddles her and begins to tickle her.

"Oliver… stop." She laughed trying to catch her breathe. "I can't breathe."

Oliver stopped and they both stared into each others eyes. His lips slowly closing in on hers. He was longing to feel her breath on him. To touch her soft luscious lips. But he stopped and sat back up on his side of the couch. Chloe sat up straight. She didn't know what to think about what just happened. Did Oliver have feelings for her? She wandered.

Oliver walked over and turned on the lights. "It's getting late. I guess we should turn in so we can get an early start in the morning." He couldn't even make eye contact.

Chloe stood up. Her heart stilling pounding in her chest. "Yeah." She started towards his room.

"Goodnight, Chloe."

"Goodnight, Oliver." She exited the living room.

Oliver made sure that Chloe had disappeared down the hallway, then he made his way over to the shelf, moving the book out of the way, and taking the picture that Chloe had found that morning. He stroked her face and pulled the picture in close to his heart. "Chloe,…" He whispered. "What am I doing?"